Terrorism Insurance. o Walgreens - Madison, WI (410905037) ($2,000,000): Borrower's obligation to provide required casualty (including windstorm and terrorism), property (including rent loss) and liability insurance is suspended if (i) tenant (Walgreen's) carries third party insurance required under its lease or elects to self-insure as permitted thereunder, and (ii) tenant maintains an S & P senior unsecured debt rating of at least "A"; Walgreen's currently self-insures with respect to casualty (including windstorm and terrorism), but insurance certificate indicates that third party coverage is in place as to comprehensive general liability and rent loss coverages EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER Executed Certificate attached at Tab 45. EXHIBIT D-2 XXXX XX XXXXXXXXXXX XX XXX XXXXXXXX XXXX XXXXER CERTIFICATE OF MORTGAGE LOAN SELLER In connection with the execution and delivery by Wells Fargo Bank, National Association ("Wells Fargo Bank") of, xxx xhe consummation of the various transxxxxxns contemplated by, that certain Mortgage Loan Purchase and Sale Agreement dated as of December 6, 2006 (the "Mortgage Loan Purchase Agreement") among Wells Fargo Bank as seller and Bear Stearns Commercial Mortgage Xxxxxities Inc. as purchaser (the "Pxxxxxxxr"), the undersigned hereby certifies that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of Wells Fargo Bank in or made pursuant to Section 4(a) of the Mortxxxx Loan Purchase Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, (ii) Wells Fargo Bank has, in all material respects, complied with alx xxx agreements and satisfied all the conditions on its part required under the Mortgage Loan Purchase Agreement to be performed or satisfied at or prior to the date hereof, and (iii) since the date of the Mortgage Loan Purchase Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement, any material adverse change in the financial condition of Wells Fargo Bank. Capitalized terms used but not defined herein xxxxx have the respective meanings assigned to them in the Mortgage Loan Purchase Agreement. Certified this 19 day of December, 2006. WELLS FARGO BANK, NATIONAL XXSOCIATION By: ------------------------------------ Name: Title: EXHIBIT D-3A FORM OF OPINION PURSUANT TO SECTION 7(vi) Executed opinion attached at Tab 98. EXHIBIT D-3B FORM OF OPINION PURSUANT TO SECTION 7(vii) Executed opinion attached at Tab 97. EXHIBIT D-3C FORM OF OPINION PURSUANT TO SECTION 7(viii) Executed opinion attached at Tab 94 and Tab 95.
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Terrorism Insurance. o Walgreens - MadisonParkridge Apts (410904903)($2,700,000): Loan documents do not require terrorism insurance; Borrowers (natural persons) are liable for related losses, WI (410905037) ($2,000,000): Borrower's obligation to provide required casualty (including windstorm and terrorism), property (including rent loss) and liability insurance is suspended if (i) tenant (Walgreen's) carries third party insurance required under its lease or elects to self-insure as permitted thereunder, and (ii) tenant maintains an S & P senior unsecured debt rating of at least "A"; Walgreen's currently self-insures with respect to casualty (including windstorm and terrorism), but insurance certificate indicates that third party coverage is in place as to comprehensive general liability and rent loss coverages however EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER Executed Certificate attached at Tab 45___. EXHIBIT D-2 XXXX XX XXXXXXXXXXX XX XXX XXXXXXXX XXXX XXXXER XXXXXX CERTIFICATE OF MORTGAGE LOAN SELLER In connection with the execution and delivery by Wells Fargo Bank, National Association ("Wells Fargo Bank") of, and xxx xhe consummation of the various transxxxxxns transactxxxx contemplated by, that certain Mortgage Loan Purchase and Sale Agreement dated as of December 6March 8, 2006 2007 (the "Mortgage Loan Purchase Agreement") among Wells Fargo Bank as seller and Bear Stearns Commercial Mortgage Xxxxxities Secxxxxxes Inc. as purchaser (the "PxxxxxxxrPurcxxxxx"), the undersigned hereby certifies that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of Wells Fargo Bank in or made pursuant to Section 4(a) of the Mortxxxx Loan Mortgagx Xxxn Purchase Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, (ii) Wells Fargo Bank has, in all material respects, complied with alx xxx agreements all txx xxreements and satisfied all the conditions on its part required under the Mortgage Loan Purchase Agreement to be performed or satisfied at or prior to the date hereof, and (iii) since the date of the Mortgage Loan Purchase Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement, any material adverse change in the financial condition of Wells Fargo Bank. Capitalized terms used but not defined herein xxxxx have shaxx xxve the respective meanings assigned to them in the Mortgage Loan Purchase Agreement. Certified this 19 29th day of DecemberMarch, 20062007. WELLS FARGO BANK, NATIONAL XXSOCIATION XXXXXIATION By: ------------------------------------ Name: Title: EXHIBIT D-3A FORM OF OPINION PURSUANT TO SECTION 7(vi) Executed opinion attached at Tab 98___. EXHIBIT D-3B FORM OF OPINION PURSUANT TO SECTION 7(vii) Executed opinion attached at Tab 97___. EXHIBIT D-3C FORM OF OPINION PURSUANT TO SECTION 7(viii) Executed opinion attached at Tab 94 ___ and Tab 95___.
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Terrorism Insurance. o Walgreens - MadisonWith respect to each Mortgage Loan that has a Stated Principal Balance as of the Cut-off Date that is greater than or equal to $20,000,000, WI (410905037) ($2,000,000): Borrowerthe related all risk insurance policy and business interruption policy do not specifically exclude acts of terrorism from coverage. To the Mortgage Loan Seller's obligation to provide required casualty (including windstorm knowledge, as of the date of origination of the Mortgage Loan the related all risk insurance policy and terrorism), property (including rent loss) and liability insurance is suspended if (i) tenant (Walgreen's) carries third party insurance required under its lease or elects to self-insure as permitted thereunderbusiness interruption policy did not, and (ii) tenant maintains an S & P senior unsecured debt rating as of at least "A"; Walgreen's currently self-insures with the date hereof the related all risk insurance policy and business interruption policy does not, specifically exclude acts of terrorism from coverage. The knowledge of the Mortgage Loan Seller referred to in the preceding sentence is based on the procedures described on Schedule C hereto. With respect to casualty (including windstorm and terrorism)each of the Mortgage Loans, but insurance certificate indicates the related Mortgage Loan Documents do not expressly waive or prohibit the mortgagee from requiring coverage for acts of terrorism or damages related thereto, except to the extent that third party any right to require such coverage is in place may be limited by commercially reasonable availability, or as to comprehensive general liability and rent loss coverages otherwise indicated on Schedule C. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES Sch. C-1 EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER Executed Certificate attached at Tab 4539. EXHIBIT D-2 XXXX XX XXXXXXXXXXX XX XXX XXXXXXXX XXXX XXXXER XXXXXXX X-0 FORM OF CERTIFICATE OF THE MORTGAGE LOAN SELLER CERTIFICATE OF MORTGAGE LOAN SELLER In connection with the execution and delivery by Wells Xxxxx Fargo Bank, National Association ("Wells Xxxxx Fargo Bank") of, xxx xhe and the consummation of the various transxxxxxns transactions contemplated by, that certain Mortgage Loan Purchase and Sale Agreement dated as of December 6March 8, 2006 (the "Mortgage Loan Purchase Agreement") among Wells Xxxxx Fargo Bank as seller and Bear Stearns Xxxxxxx Commercial Mortgage Xxxxxities Securities II Inc. as purchaser (the "PxxxxxxxrPurchaser"), the undersigned hereby certifies that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of Wells Xxxxx Fargo Bank in or made pursuant to Section 4(a) of the Mortxxxx Mortgage Loan Purchase Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, (ii) Wells Xxxxx Fargo Bank has, in all material respects, complied with alx xxx all the agreements and satisfied all the conditions on its part required under the Mortgage Loan Purchase Agreement to be performed or satisfied at or prior to the date hereof, and (iii) since the date of the Mortgage Loan Purchase Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement, any material adverse change in the financial condition of Wells Xxxxx Fargo Bank. Capitalized terms used but not defined herein xxxxx shall have the respective meanings assigned to them in the Mortgage Loan Purchase Agreement. Certified this 19 21st day of DecemberMarch, 2006. WELLS XXXXX FARGO BANK, NATIONAL XXSOCIATION ASSOCIATION By: ------------------------------------ ___________________________ Name: Title: EXHIBIT D-3A FORM OF OPINION PURSUANT TO SECTION 7(vi7(VI) Executed opinion attached at Tab 9892. EXHIBIT D-3B FORM OF OPINION PURSUANT TO SECTION 7(vii7(VII) Executed opinion attached at Tab 9791. EXHIBIT D-3C FORM OF OPINION PURSUANT TO SECTION 7(viii7(VIII) Executed opinion attached at Tab 94 and Tab 9590.
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Terrorism Insurance. o Walgreens - Madison, WI (410905037) ($2,000,000): Borrower's obligation to provide required casualty (including windstorm and terrorism), property (including rent loss) and liability insurance is suspended if (i) tenant (Walgreen's) carries third party insurance required under its lease or elects to self-insure as permitted thereunder, and (ii) tenant maintains an S & P senior unsecured debt rating of at least "A"; Walgreen's currently self-insures with With respect to casualty (including windstorm each Mortgage Loan that has a Stated Principal Balance as of the Cut-off Date that is greater than or equal to $20,000,000, the related all risk insurance policy and terrorism)business interruption policy do not specifically exclude acts of terrorism from coverage. With respect to each other Mortgage Loan, but the related all risk insurance certificate indicates policy and business interruption policy did not as of the date of origination of the Mortgage Loan, and, to the Mortgage Loan Seller's knowledge, does not as of the date hereof, specifically exclude acts of terrorism from coverage. With respect to each of the Mortgage Loans, the related Mortgage Loan Documents do not expressly waive or prohibit the mortgagee from requiring coverage for acts of terrorism or damages related thereto, except to the extent that third party any right to require such coverage is in place may be limited by commercially reasonable availability, or as otherwise indicated on Schedule C to comprehensive general liability and rent loss coverages this Agreement. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES Sch. C-1 EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER Executed Certificate attached at Tab 4547. EXHIBIT D-2 XXXX XX XXXXXXXXXXX XX XXX XXXXXXXX XXXX XXXXER CERTIFICATE OF MORTGAGE LOAN SELLER In connection with the execution and delivery by Wells Fargo BankPrincipal Commercial Funding, National Association LLC ("Wells Fargo BankPCF") of, xxx xhe and the consummation of the various transxxxxxns transactions contemplated by, that certain Mortgage Loan Purchase and Sale Agreement dated as of December 6__, 2006 (the "Mortgage Loan Purchase Agreement") among Wells Fargo Bank PCF as seller and Bear Stearns Commercial Mortgage Xxxxxities Securities Inc. as purchaser (the "Pxxxxxxxr"), the undersigned hereby certifies that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of Wells Fargo Bank PCF in or made pursuant to Section 4(a) of the Mortxxxx Mortgage Loan Purchase Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, (ii) Wells Fargo Bank PCF has, in all material respects, complied with alx xxx all the agreements and satisfied all the conditions on its part required under the Mortgage Loan Purchase Agreement to be performed or satisfied at or prior to the date hereof, and (iii) since the date of the Mortgage Loan Purchase Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement, any material adverse change in the financial condition of Wells Fargo BankPCF. Capitalized terms used but not defined herein xxxxx shall have the respective meanings assigned to them in the Mortgage Loan Purchase Agreement. Certified this 19 __ day of December, 2006. WELLS FARGO BANKPRINCIPAL COMMERCIAL FUNDING, NATIONAL XXSOCIATION LLC By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: EXHIBIT D-3A FORM OF OPINION PURSUANT TO SECTION 7(vi) Executed opinion attached at Tab 98. [Reserved] EXHIBIT D-3B FORM OF OPINION PURSUANT TO SECTION 7(vii) Executed opinion attached at Tab 97102. EXHIBIT D-3C FORM OF OPINION PURSUANT TO SECTION 7(viii) Executed opinion attached at Tab 94 99 and Tab 95100.
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Terrorism Insurance. o Walgreens - MadisonWith respect to each Mortgage Loan that has a Stated Principal Balance as of the Cut-off Date that is greater than or equal to $20,000,000, WI the related all risk insurance policy and business interruption policy do not specifically exclude acts of terrorism from coverage. With respect to each other Mortgage Loan, the related all risk insurance policy and business interruption policy did not as of the date of origination of the Mortgage Loan, and, to the Mortgage Loan Seller's knowledge, does not as of the date hereof, specifically exclude acts of terrorism from coverage. With respect to each of the Mortgage Loans, the related Mortgage Loan Documents do not expressly waive or prohibit the mortgagee from requiring coverage for acts of terrorism or damages related thereto, except to the extent that any right to require such coverage may be limited by commercially reasonable availability, or as otherwise indicated on Schedule C to this Agreement. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES Sch. C-1 EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES EXCEPTIONS TO REPRESENTATION 2 (410905037OWNERSHIP OF MORTGAGE LOANS) ------------------------------------------------------------------------------------------------------------------------------ MORTGAGE LOAN EXCEPTION ------------------------------------------------------------------------------------------------------------------------------ Loan No. 7 ($2,000,000): BorrowerSouthlake Mall) The Mortgage Loan is subject to the terms and conditions of an intercreditor agreement between the initial holder of the A-1 note and the Mortgage Loan Seller, the initial holder of the A-2 note. ------------------------------------------------------------------------------------------------------------------------------ Loan Nos. 18, 19 and 21 (HRC Portfolio 3, HRC Portfolio 1 and The related Mortgage Loan is subject to the terms and HRC Portfolio 2) conditions of an intercreditor agreement between the Mortgage Loan Seller, the initial holder of the related A note, and the initial holder of the related B Note. ------------------------------------------------------------------------------------------------------------------------------ EXCEPTIONS TO REPRESENTATION 4 (LIEN; VALID ASSIGNMENT) ------------------------------------------------------------------------------------------------------------------------------ MORTGAGE LOAN EXCEPTION ------------------------------------------------------------------------------------------------------------------------------ Loan No. 7 (Southlake Mall) The Mortgage Loan is subject to the terms and conditions of an intercreditor agreement between the initial holder of the A-1 note and the Mortgage Loan Seller, the initial holder of the A-2 note. ------------------------------------------------------------------------------------------------------------------------------ Loan Nos. 18, 19 and 21 (HRC Portfolio 3, HRC Portfolio 1 and The related Mortgage Loan is subject to the terms and HRC Portfolio 2) conditions of an intercreditor agreement between the Mortgage Loan Seller, the initial holder of the related A note, and the initial holder of the related B Note. ------------------------------------------------------------------------------------------------------------------------------ Walgreens, a tenant at the Mortgaged Property, has a right Loan No. 46 (Xxxx Shopping Center) of first refusal to purchase the Mortgaged Property if the borrower elects to voluntarily sell the Mortgaged Property during the tenant's obligation lease term that has not been subordinated to provide required casualty (including windstorm and terrorism)the Mortgage Loan. However, property (including rent loss) and liability insurance is suspended if the borrower has agreed in the loan documents that any such transfer shall require (i) tenant (Walgreen's) carries third party insurance required under its lease or elects to self-insure as permitted thereunderlender consent, which may be withheld in lender's sole discretion, and (ii) delivery of "no downgrade" confirmation of the ratings assigned to the Certificates from each applicable Rating Agency. In addition, if this provision of the loan documents is violated, the Mortgage Loan will be full recourse to the borrower. ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ Loan No. 50 (South Coast Plaza) The Mortgaged Property is subject to a deed restriction which prohibits usage of the property for the sale of food, grocery items, pharmaceutical products unless sale is related to the operation of a restaurant. The former owner of the Mortgaged Property nevertheless entered into a lease with Dollar Tree Stores Inc. which expressly permitted the sale of certain of the prohibited items to the public; in the lease, the former owner alleged that the deed restriction was unenforceable as an invalid restraint of trade on its face, and as applied, was an unreasonable restraint on alienation and an impermissible interference with others' economic advantages. The lease contains a provision pursuant to which the borrower (as assignee of the former owner) has agreed to reimburse the tenant maintains an S & P senior unsecured debt rating for any losses that it incurs in the event that any claim is made that the tenant's usage of at least "A"; Walgreen's currently self-insures the premises violates the terms of the deed restriction. However, if the deed restriction is ever enforced against the borrower, the guarantors have provided the lender with a guaranty with respect to casualty any losses resulting from such enforcement (including windstorm any losses arising by reason of lost rent). ------------------------------------------------------------------------------------------------------------------------------ Loan No. 51 (Concord Plaza and terrorism)Mall) Pizza Hut, but insurance certificate indicates that third party coverage is in place as a tenant at the Mortgaged Property, has a right of first offer to comprehensive general liability and rent loss coverages EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER Executed Certificate attached at Tab 45. EXHIBIT D-2 XXXX XX XXXXXXXXXXX XX XXX XXXXXXXX XXXX XXXXER CERTIFICATE OF MORTGAGE LOAN SELLER In connection with purchase the execution and delivery by Wells Fargo Bank, National Association Mortgaged Property ("Wells Fargo Bank"or the portion thereof constituting the tenant's premises) of, xxx xhe consummation upon the borrower's election to sell the Mortgaged Property (or the portion thereof constituting the tenant's premises) during the tenant's lease term; the tenant's right of first offer has not been subordinated to the various transxxxxxns contemplated by, that certain Mortgage Loan Purchase and Sale Agreement dated as of December 6, 2006 (the "Mortgage Loan Purchase Agreement") among Wells Fargo Bank as seller and Bear Stearns Commercial Mortgage Xxxxxities Inc. as purchaser (the "Pxxxxxxxr"). However, the undersigned hereby certifies borrower has agreed in the loan documents that any such transfer shall require (i) except as previously disclosed to the Purchaser lender consent, which may be withheld in writinglender's sole discretion, the representations and warranties of Wells Fargo Bank in or made pursuant to Section 4(a) of the Mortxxxx Loan Purchase Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, (ii) Wells Fargo Bank has, in all material respects, complied with alx xxx agreements and satisfied all if the conditions on its part required under the Mortgage Loan Purchase Agreement to be performed or satisfied at or prior to the date hereof, and (iii) since the date principal amount of the Mortgage Loan Purchase Agreementis greater than $5 million, there delivery of "no downgrade" confirmation of the ratings assigned to the Certificates from each applicable Rating Agency. In addition, if this provision of the loan documents is violated, the Mortgage Loan will be full recourse to the non-recourse carveout guarantor. ------------------------------------------------------------------------------------------------------------------------------ Loan No. 56 (Alexandria Apartments) One of the Mortgaged Properties, Pecan Grove Apartments, has a land use restriction agreement in effect, expiring in 2028, that requires that a ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ specified number of units be rented to tenants at specified income levels. Although not have beenspecifically noted in the title policy, immediately the application of the land use restriction agreement does not (individually or in the aggregate) materially interfere with the security intended to be provided by such Mortgage, the current marketability or principal use of the related Mortgaged Property or the current ability of the related Mortgaged Property to generate income sufficient to service such Mortgage Loan. ------------------------------------------------------------------------------------------------------------------------------ EXCEPTIONS TO REPRESENTATION 7 (CONDITION OF PROPERTY; CONDEMNATION) ------------------------------------------------------------------------------------------------------------------------------ MORTGAGE LOAN EXCEPTION ------------------------------------------------------------------------------------------------------------------------------ Loan No. 56 (Alexandria Apartments) The engineering reports with respect to the Mortgaged Properties are dated May 10, 2006, which is more than 18 months prior to the transfer Closing Date. ------------------------------------------------------------------------------------------------------------------------------ EXCEPTIONS TO REPRESENTATION 12 (ENVIRONMENTAL CONDITIONS) ------------------------------------------------------------------------------------------------------------------------------ MORTGAGE LOAN EXCEPTION ------------------------------------------------------------------------------------------------------------------------------ Loan No. 56 (Alexandria Apartments) The environmental reports with respect to the Mortgaged Properties are dated May 10, 2006, which is more than 12 months prior to the Closing Date. ------------------------------------------------------------------------------------------------------------------------------ EXCEPTIONS TO REPRESENTATION 14 (INSURANCE) ------------------------------------------------------------------------------------------------------------------------------ MORTGAGE LOAN EXCEPTION ------------------------------------------------------------------------------------------------------------------------------ Loan No. 7 (Southlake Mall) The loan documents provide that coverage under the all risk insurance policy must equal 100% of the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement, any material adverse change in the financial condition replacement cost of Wells Fargo Bank. Capitalized terms used but not defined herein xxxxx have the respective meanings assigned to them in the Mortgage Loan Purchase Agreement. Certified this 19 day of December, 2006. WELLS FARGO BANK, NATIONAL XXSOCIATION By: ------------------------------------ Name: Title: EXHIBIT D-3A FORM OF OPINION PURSUANT TO SECTION 7(vi) Executed opinion attached at Tab 98. EXHIBIT D-3B FORM OF OPINION PURSUANT TO SECTION 7(vii) Executed opinion attached at Tab 97. EXHIBIT D-3C FORM OF OPINION PURSUANT TO SECTION 7(viii) Executed opinion attached at Tab 94 and Tab 95improvements.
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Terrorism Insurance. o Walgreens - Madison, WI (410905037) ($2,000,000): Borrower's obligation to provide required casualty (including windstorm and terrorism), property (including rent loss) and liability insurance is suspended if (i) tenant (Walgreen's) carries third party insurance required under its lease or elects to self-insure as permitted thereunder, and (ii) tenant maintains an S & P senior unsecured debt rating of at least "A"; Walgreen's currently self-insures with With respect to casualty (including windstorm and terrorism), but insurance certificate indicates each Mortgage Loan that third party coverage is in place has a Stated Principal Balance as to comprehensive general liability and rent loss coverages EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER Executed Certificate attached at Tab 45. EXHIBIT D-2 XXXX XX XXXXXXXXXXX XX XXX XXXXXXXX XXXX XXXXER CERTIFICATE OF MORTGAGE LOAN SELLER In connection with the execution and delivery by Wells Fargo Bank, National Association ("Wells Fargo Bank") of, xxx xhe consummation of the various transxxxxxns contemplated by, Cut-off Date that certain Mortgage Loan Purchase and Sale Agreement dated as of December 6, 2006 (the "Mortgage Loan Purchase Agreement") among Wells Fargo Bank as seller and Bear Stearns Commercial Mortgage Xxxxxities Inc. as purchaser (the "Pxxxxxxxr")is greater than or equal to $20,000,000, the undersigned hereby certifies that (i) except as previously disclosed related all risk insurance policy and business interruption policy do not specifically exclude acts of terrorism from coverage. With respect to the Purchaser in writingeach other Mortgage Loan, the representations related all risk insurance policy and warranties of Wells Fargo Bank in or made pursuant to Section 4(a) of the Mortxxxx Loan Purchase Agreement are true and correct in all material respects at and business interruption policy did not as of the date hereof with of origination of the same effect Mortgage Loan, and, to the Mortgage Loan Seller's knowledge, does not as if made on of the date hereof, (ii) Wells Fargo Bank has, in all material respects, complied with alx xxx agreements and satisfied all the conditions on its part required under the Mortgage Loan Purchase Agreement specifically exclude acts of terrorism from coverage. With respect to be performed or satisfied at or prior to the date hereof, and (iii) since the date each of the Mortgage Loans, the related Mortgage Loan Purchase AgreementDocuments do not expressly waive or prohibit the mortgagee from requiring coverage for acts of terrorism or damages related thereto, there will not have been, immediately prior except to the transfer extent that any right to require such coverage may be limited by commercially reasonable availability, or as otherwise indicated on Schedule C to this Agreement. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES INDIVIDUAL MORTGAGE LOANS (Principal Commercial Funding II, LLC - PWR11) -------------------------------------------------------------------------------- REP. NO. 00- XXXXXXXXXXXXX XXXXXXXXXX -------------------------------------------------------------------------------- XXXX XX. - 000000 (153 EAST BROADWAY) EXPLANATION - The Mortgaged Property contained an above ground storage tank and may have contained an underground storage tank ("UST"). The above ground storage tank may have had minimal leaking from overflowing. The UST, if it exists, may be in a vault under a sidewalk. There is an escrow holdback of $10,000 for the costs to complete the investigation of the Mortgage Loans pursuant UST within 12 months. The borrower is seeking information from the New York City Fire Department regarding any sealed or removed USTs for this site. It is unknown whether there has been any impact to the Mortgage Loan Purchase Agreement, any material adverse change in the financial condition of Wells Fargo Banksubsurface. Capitalized terms used but not defined herein xxxxx have the respective meanings assigned to them in the Mortgage Loan Purchase Agreement. Certified The environmental consultant recommended no further action at this 19 day of December, 2006. WELLS FARGO BANK, NATIONAL XXSOCIATION By: ------------------------------------ Name: Title: EXHIBIT D-3A FORM OF OPINION PURSUANT TO SECTION 7(vi) Executed opinion attached at Tab 98. EXHIBIT D-3B FORM OF OPINION PURSUANT TO SECTION 7(vii) Executed opinion attached at Tab 97. EXHIBIT D-3C FORM OF OPINION PURSUANT TO SECTION 7(viii) Executed opinion attached at Tab 94 and Tab 95time.
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Terrorism Insurance. o Walgreens - Madison, WI (410905037) ($2,000,000): Borrower's obligation to provide required casualty (including windstorm and terrorism), property (including rent loss) and liability insurance is suspended if (i) tenant (Walgreen's) carries third party insurance required under its lease or elects to self-insure as permitted thereunder, and (ii) tenant maintains an S & P senior unsecured debt rating of at least "A"; Walgreen's currently self-insures with With respect to casualty (including windstorm and terrorism), but insurance certificate indicates each Mortgage Loan that third party coverage is in place has a Stated Principal Balance as to comprehensive general liability and rent loss coverages EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER Executed Certificate attached at Tab 45. EXHIBIT D-2 XXXX XX XXXXXXXXXXX XX XXX XXXXXXXX XXXX XXXXER CERTIFICATE OF MORTGAGE LOAN SELLER In connection with the execution and delivery by Wells Fargo Bank, National Association ("Wells Fargo Bank") of, xxx xhe consummation of the various transxxxxxns contemplated by, Cut-off Date that certain Mortgage Loan Purchase and Sale Agreement dated as of December 6, 2006 (the "Mortgage Loan Purchase Agreement") among Wells Fargo Bank as seller and Bear Stearns Commercial Mortgage Xxxxxities Inc. as purchaser (the "Pxxxxxxxr")is greater than or equal to $20,000,000, the undersigned hereby certifies that (i) except as previously disclosed related all risk insurance policy and business interruption policy do not specifically exclude acts of terrorism from coverage. With respect to the Purchaser in writingeach other Mortgage Loan, the representations related all risk insurance policy and warranties of Wells Fargo Bank in or made pursuant to Section 4(a) of the Mortxxxx Loan Purchase Agreement are true and correct in all material respects at and business interruption policy did not as of the date hereof with of origination of the same effect Mortgage Loan, and, to the Mortgage Loan Seller's knowledge, does not as if made on of the date hereof, (ii) Wells Fargo Bank has, in all material respects, complied with alx xxx agreements and satisfied all the conditions on its part required under the Mortgage Loan Purchase Agreement specifically exclude acts of terrorism from coverage. With respect to be performed or satisfied at or prior to the date hereof, and (iii) since the date each of the Mortgage Loans, the related Mortgage Loan Purchase Documents do not expressly waive or prohibit the mortgagee from requiring coverage for acts of terrorism or damages related thereto, except to the extent that any right to require such coverage may be limited by commercially reasonable availability, or as otherwise indicated on Schedule C to this Agreement. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES INDIVIDUAL MORTGAGE LOANS (Principal Commercial Funding, LLC - PWR11) -------------------------------------------------------------------------------- REP. NO. 00- XXXXXXXXXXXXX XXXXXXXXXX -------------------------------------------------------------------------------- XXXX XX. - 000000 (192 WESTPORT AVENUE) EXPLANATION - The Mortgaged Property was previously the site of a building used as a tire shop from 1949 until the 1980s. It was then converted into an auto dealership. The building was demolished in 2004 for redevelopment with the current improvements. After the Phase I investigation, the environmental consultant indicated that the Mortgaged Property does not appear to qualify as an Establishment as defined under the Connecticut Transfer Act. Therefore, there is no regulatory requirement to conduct a Phase II subsurface investigation at the site. If the law changes or further investigation is required, such inquiry will not be made. LOAN NO. - 754770 (3390 RAND ROAD) EXPLANATION -- Two 10,000-gallon underground storage tanks ("USTs") were formerly located on the Mortgaged Property. A leak occurred in one of the USTs, and it was replaced. Both tanks were removed in 1992. There is minor groundwater contamination. Approximately 180 tons of contaminated soil were removed during subsequent over-excavation activities and disposed of off-site. Three groundwater monitoring xxxxx have beenbeen installed on the Mortgaged Property, immediately prior along with two others off-site. Contaminant concentrations reported in groundwater samples collected at the Mortgaged Property have continued to naturally attenuate over time. The environmental consultant is applying to the transfer New Jersey Department of Environmental Protection for a Classification Exception Area with natural attenuation. It is expected take the Mortgage Loans pursuant state several months to respond, but the Mortgage Loan Purchase Agreementenvironmental consultant believes the state will accept the application. Until the levels of contamination decrease below the New Jersey standards, any material adverse change in the financial condition of Wells Fargo Bankmatter cannot be closed. Capitalized terms used but not defined herein xxxxx have -------------------------------------------------------------------------------- REP. NO. 14 - INSURANCE -------------------------------------------------------------------------------- SELF-INSURANCE DISCLOSURE LOAN NO. 754777 (2929 WEST VALENCIA ROAD) EXPLANATION - The Property is 100% leased to Walgreen Arizona Drug Co. with parent guaranty from the respective meanings assigned to them in the Mortgage Loan Purchase Agreement. Certified this 19 day of December, 2006. WELLS FARGO BANK, NATIONAL XXSOCIATION By: ------------------------------------ Name: Title: EXHIBIT D-3A FORM OF OPINION PURSUANT TO SECTION 7(vi) Executed opinion attached at Tab 98. EXHIBIT D-3B FORM OF OPINION PURSUANT TO SECTION 7(vii) Executed opinion attached at Tab 97. EXHIBIT D-3C FORM OF OPINION PURSUANT TO SECTION 7(viii) Executed opinion attached at Tab 94 and Tab 95.Walgreen Co.
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Terrorism Insurance. o Walgreens - MadisonWith respect to each Mortgage Loan that has a Stated Principal Balance as of the Cut-off Date that is greater than or equal to $20,000,000, WI the related all risk insurance policy and business interruption policy do not specifically exclude acts of terrorism from coverage. With respect to each other Mortgage Loan, the related all risk insurance policy and business interruption policy did not as of the date of origination of the Mortgage Loan, and, to the Mortgage Loan Seller's knowledge, does not as of the date hereof, specifically exclude acts of terrorism from coverage. With respect to each of the Mortgage Loans, the related Mortgage Loan Documents do not expressly waive or prohibit the mortgagee from requiring coverage for acts of terrorism or damages related thereto, except to the extent that any right to require such coverage may be limited by commercially reasonable availability, or as otherwise indicated on Schedule C to this Agreement. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES Sch. C-1 EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES EXCEPTIONS TO REPRESENTATION 2 (410905037OWNERSHIP OF MORTGAGE LOANS) ------------------------------------------------------------------------------------------------------------------------------- MORTGAGE LOAN EXCEPTION ------------------------------------------------------------------------------------------------------------------------------- Loan No. 89 ($2,000,000): BorrowerST Peterson Portfolio) Pursuant to the mortgage, the lender is required to subordinate the Mortgage to a future long term ground lease contemplated to be granted by STP Co. IV, L.P. (one of the borrowers) to an affiliate, STP Co. V, L.P. The value of the parcel to be ground leased was not included in the value of the Mortgaged Property. The terms and conditions of the ground lease are subject to the lender's obligation review and approval. ------------------------------------------------------------------------------------------------------------------------------- EXCEPTIONS TO REPRESENTATION 4 (LIEN; VALID ASSIGNMENT) ------------------------------------------------------------------------------------------------------------------------------- MORTGAGE LOAN EXCEPTION ------------------------------------------------------------------------------------------------------------------------------- Loan No. 89 (ST Peterson Portfolio) Pursuant to provide the mortgage, the lender is required casualty to subordinate the Mortgage to a future long term ground lease contemplated to be granted by STP Co. IV, L.P. (including windstorm and terrorism), property (including rent loss) and liability insurance is suspended if (i) tenant (Walgreenone of the borrower's) carries third party insurance to an affiliate, STP Co. V, L.P. The value of the parcel to be ground leased was not included in the value of the Mortgaged Property. The terms and conditions of the ground lease are subject to the lender's review and approval. ------------------------------------------------------------------------------------------------------------------------------- EXCEPTIONS TO REPRESENTATION 5 (ASSIGNMENT OF LEASES AND RENTS) ------------------------------------------------------------------------------------------------------------------------------- MORTGAGE LOAN EXCEPTION ------------------------------------------------------------------------------------------------------------------------------- Loan No.89 (ST Peterson Portfolio) Pursuant to the mortgage, the lender is required under its to subordinate the Mortgage to a future long term ground lease or elects contemplated to be granted by STP Co. IV, L.P. (one of the borrower's) to an affiliate, STP Co. V, L.P. The value of the parcel to be ground leased was not included in the value of the Mortgaged Property. The terms and conditions of the ground lease are subject to the lender's review and approval. ------------------------------------------------------------------------------------------------------------------------------- EXCEPTIONS TO REPRESENTATION 14 (INSURANCE) ------------------------------------------------------------------------------------------------------------------------------- MORTGAGE LOAN EXCEPTION ------------------------------------------------------------------------------------------------------------------------------- Loan No. 61 (Ceres Marketplace) Raley's, a tenant at the Mortgaged Property, is permitted to self-insure its leased premises in the amount of $500,000.00 pursuant to its commercial general liability policy. ------------------------------------------------------------------------------------------------------------------------------- Loan No. 187 (Holiday Inn Xxxxxxx - Xxxxx Xxxxx) Xxxxness income protection is not available in the area of Florida in which the Mortgaged Property is located for loss or damage caused by a windstorm. In lieu of this coverage, the lender has obtained a personal recourse guaranty from the same individual who serves as permitted thereunderthe recourse carveout guarantor of the related Mortgage Loan. This personal guaranty is triggered by (i) the occurrence of a windstorm, and (ii) tenant maintains the borrower's failure to make any and all required payments due under the loan when due. The personal guaranty is limited to an S & P senior unsecured debt rating amount equal to twelve (12) months of at least "A"; Walgreen's currently self-insures with respect to casualty all required payments due under the Mortgage Loan (including debt service, monthly escrow amounts and all other amounts due). Additionally, the Mortgage has been modified to require the borrower to obtain such business income coverage for windstorm and terrorism), but insurance certificate indicates if at any time it becomes available at a commercially reasonable cost (defined as any cost that third party coverage is in place as to comprehensive general liability and rent loss coverages EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER Executed Certificate attached at Tab 45. EXHIBIT D-2 XXXX XX XXXXXXXXXXX XX XXX XXXXXXXX XXXX XXXXER CERTIFICATE OF MORTGAGE LOAN SELLER In connection with the execution and delivery by Wells Fargo Bank, National Association ("Wells Fargo Bank") of, xxx xhe consummation 50% or less of the various transxxxxxns contemplated bytotal annual insurance premium at loan origination). ------------------------------------------------------------------------------------------------------------------------------- Loan No. 79 (IIMAK Building) In the event of any conflict between the kinds, that certain Mortgage Loan Purchase types and Sale Agreement dated as limits of December 6, 2006 (the "Mortgage Loan Purchase Agreement") among Wells Fargo Bank as seller and Bear Stearns Commercial Mortgage Xxxxxities Inc. as purchaser (the "Pxxxxxxxr"), the undersigned hereby certifies that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of Wells Fargo Bank in or made pursuant to Section 4(a) of the Mortxxxx Loan Purchase Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, (ii) Wells Fargo Bank has, in all material respects, complied with alx xxx agreements and satisfied all the conditions on its part coverage required under the Mortgage and the terms of the IIMAK lease with the borrower, the terms of the IIMAK lease control. ------------------------------------------------------------------------------------------------------------------------------- Loan Purchase Agreement to be performed or satisfied at or prior to the date hereof, No. 101 (Kendall Breeze Shoppixx Xxxxxx) The Mortgaged Property is located in a flood zone and (iii) since the date of the Mortgage Loan Purchase Agreementdocuments require the borrower to obtain flood insurance in the amount of $1 million, there will not have beenof which the borrower is permitted to provide self-insurance in the amount of $500,000.00. ------------------------------------------------------------------------------------------------------------------------------- EXCEPTIONS TO REPRESENTATION 33 (DUE-ON-SALE) ------------------------------------------------------------------------------------------------------------------------------- MORTGAGE LOAN EXCEPTION ------------------------------------------------------------------------------------------------------------------------------- Loan Nos. 89, immediately prior to 130, 133 (ST Peterson Portfolio, Hxxxxxx Xnn The loan documents permit the transfer equity owners of the Mortgage Loans pursuant borrower to the Mortgage Loan Purchase AgreementExpress - Lawton, any material adverse change in the financial condition of Wells Fargo Bank. Capitalized terms used but not defined herein xxxxx have the respective meanings assigned Jacksonville incur mezzanine debt subject to them in the Mortgage Loan Purchase Agreement. Certified this 19 day of December, 2006. WELLS FARGO BANK, NATIONAL XXSOCIATION By: ------------------------------------ Name: Title: EXHIBIT D-3A FORM OF OPINION PURSUANT TO SECTION 7(vi) Executed opinion attached at Tab 98. EXHIBIT D-3B FORM OF OPINION PURSUANT TO SECTION 7(vii) Executed opinion attached at Tab 97. EXHIBIT D-3C FORM OF OPINION PURSUANT TO SECTION 7(viii) Executed opinion attached at Tab 94 and Tab 95.------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------
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Terrorism Insurance. o Walgreens With respect to each Mortgage Loan that has a Stated Principal Balance as of the Cut-off Date that is greater than or equal to $20,000,000, the related all risk insurance policy and business interruption policy do not specifically exclude acts of terrorism from coverage. With respect to each other Mortgage Loan, the related all risk insurance policy and business interruption policy did not as of the date of origination of the Mortgage Loan, and, to the Mortgage Loan Seller's knowledge, does not as of the date hereof, specifically exclude acts of terrorism from coverage. With respect to each of the Mortgage Loans, the related Mortgage Loan Documents do not expressly waive or prohibit the mortgagee from requiring coverage for acts of terrorism or damages related thereto, except to the extent that any right to require such coverage may be limited by commercially reasonable availability, or as otherwise indicated on Schedule C to this Agreement. 18 SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES Sch. C-1 INDIVIDUAL MORTGAGE LOANS (PRINCIPAL COMMERCIAL FUNDING, LLC - MadisonPWR12) REP. XX. 0 - XXXX: XXXXX XXXXXXXXXX XXXX XX. 000000: GRANDVIEW HILLS SHOPPING CENTER EXPLANATION - This Mortgage Loan has a $5,000,000 first lien that is cross-defaulted and cross-collateralized with a $22,000,0000 second lien. Since the same lender owns both loans, WI the $22,000,000 second is for all practical purposes a first lien. REP. NO. 12 - ENVIRONMENTAL CONDITIONS LOAN NO. 754737- XXXXXX CENTER EXPLANATION- This Mortgage Loan has tetrachloroethene (410905037PERC) (concentration slightly above TCEQ Tier 1 Residential and Commercial/Industrial Protective Concentration Limits. The Mortgaged Property has been accepted into the State of Texas Dry Cleaning Remediation Program. And, PERC is no longer being used on the Mortgaged Property. REP. XX. 00 - XXXXXXXXX XXXX XX. 000000: 000 XXXXX XXXXXX XXXXXXXXX; 754807: 000 XXXX 00XX XXXXXX; 754808: 0000 XXXXXX XXXXXX; 754809: 0000 XXXXXXX X XXX 000000: 3870 HIGHWAY D EXPLANATION - All of these Mortgage Loans allow the tenant, HyVee, Inc., to self-insure. Hy-Vee, Inc. has a net worth in excess of $2,000,000): Borrower's obligation 50,000,000. REP. XX. 00 - XXXXX XXX XXXXXXXXXX XXXX XX. 000000: 0000 X.X. XXXXX 0 EXPLANATION - The Mortgage Loan is 4 parking spaces short of current parking requirements; however the city considers the property to be conforming. There is also enough space on the property to accommodate the four additional parking spaces. There is law and ordinance coverage in place. And last, the loan becomes fully recourse to the borrower in the event that the building is destroyed and cannot be rebuilt REP. NO. 28 - RELEASES OF MORTGAGED PROPERTIES LOAN NO. 754750: ALBANY INDUSTRIAL PARK AND 754751: 0000 XXXXXXX XXXXXX INDUSTRIAL BUILDING EXPLANATION - These loans are cross-defaulted and cross collateralized. These loans provide required casualty (including windstorm and terrorism)that one of the two properties may be released if the loan amount allocated to that property is paid in full. While the documents do not require a prepayment premium, property (including rent loss) and liability insurance this right is suspended if not available until the following conditions exist: (i) tenant (Walgreen's) carries third party insurance required under its lease or elects to self-insure as permitted thereundertwo years has elapsed from the date of the securitization of these loans, and (ii) tenant maintains an S & P senior unsecured debt rating of the annual net cash flow on the remaining property is at least "A"1.45 times the annual debt service coverage; Walgreen's currently self-insures (iii) the loan to value of the remaining property is at least 60% and (iv) the remaining property is at least 90% occupied with respect tenants having at least 1 year remaining in their term. REP. NO. 49 - TAX PARCELS LOAN NO. 7547806: 000 XXXXX XXXXXX XXXXXXXXX; 754807: 000 XXXX 00XX XXXXXX XXXXXXXXXXX - This Mortgage Loan is not separately assessed. The Mortgage Borrower has applied for separate assessment. There is no escrow in an amount sufficient to casualty (including windstorm and terrorism), but insurance certificate indicates pay taxes on all of the properties not separately assessed; however the Mortgage Loan Documents do provide that third party coverage is in place as to comprehensive general liability and rent loss coverages the Borrower will have a recourse obligation for those taxes should they not be paid. EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER Executed Certificate attached at Tab 4542. EXHIBIT D-2 XXXX XX XXXXXXXXXXX XX XXX XXXXXXXX XXXX XXXXER XXXXXXX X-0 FORM OF CERTIFICATE OF THE MORTGAGE LOAN SELLER CERTIFICATE OF MORTGAGE LOAN SELLER In connection with the execution and delivery by Wells Fargo BankPrincipal Commercial Funding, National Association LLC ("Wells Fargo BankPCF") of, xxx xhe and the consummation of the various transxxxxxns transactions contemplated by, that certain Mortgage Loan Purchase and Sale Agreement dated as of December 6June 8, 2006 (the "Mortgage Loan Purchase Agreement") among Wells Fargo Bank PCF as seller and Bear Stearns Xxxxxxx Commercial Mortgage Xxxxxities Securities Inc. as purchaser (the "PxxxxxxxrPurchaser"), the undersigned hereby certifies that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of Wells Fargo Bank PCF in or made pursuant to Section 4(a) of the Mortxxxx Mortgage Loan Purchase Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, (ii) Wells Fargo Bank PCF has, in all material respects, complied with alx xxx all the agreements and satisfied all the conditions on its part required under the Mortgage Loan Purchase Agreement to be performed or satisfied at or prior to the date hereof, and (iii) since the date of the Mortgage Loan Purchase Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement, any material adverse change in the financial condition of Wells Fargo BankPCF. Capitalized terms used but not defined herein xxxxx shall have the respective meanings assigned to them in the Mortgage Loan Purchase Agreement. Certified this 19 21st day of DecemberJune, 2006. WELLS FARGO BANKPRINCIPAL COMMERCIAL FUNDING, NATIONAL XXSOCIATION LLC By: ------------------------------------ ----------------------------------- Name: Title: By: ----------------------------------- Name: Title: EXHIBIT D-3A FORM OF OPINION PURSUANT TO SECTION 7(vi7(VI) Executed opinion attached at Tab 98. [Reserved] EXHIBIT D-3B FORM OF OPINION PURSUANT TO SECTION 7(vii7(VII) Executed opinion attached at Tab 97. EXHIBIT D-3C FORM OF OPINION PURSUANT TO SECTION 7(viii7(VIII) Executed opinion attached at Tab 94 and Tab 95.
Appears in 1 contract
Samples: Mortgage Loan Purchase and Sale Agreement (Bear Stearns Commercial Mortgage Securities Inc)
Terrorism Insurance. o Walgreens - Madison, WI (410905037) ($2,000,000): Borrower's obligation to provide required casualty (including windstorm and terrorism), property (including rent loss) and liability insurance is suspended if (i) tenant (Walgreen's) carries third party insurance required under its lease or elects to self-insure as permitted thereunder, and (ii) tenant maintains an S & P senior unsecured debt rating of at least "A"; Walgreen's currently self-insures with With respect to casualty (including windstorm and terrorism), but insurance certificate indicates each Mortgage Loan that third party coverage is in place has a Stated Principal Balance as to comprehensive general liability and rent loss coverages EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER Executed Certificate attached at Tab 45. EXHIBIT D-2 XXXX XX XXXXXXXXXXX XX XXX XXXXXXXX XXXX XXXXER CERTIFICATE OF MORTGAGE LOAN SELLER In connection with the execution and delivery by Wells Fargo Bank, National Association ("Wells Fargo Bank") of, xxx xhe consummation of the various transxxxxxns contemplated by, Cut-off Date that certain Mortgage Loan Purchase and Sale Agreement dated as of December 6, 2006 (the "Mortgage Loan Purchase Agreement") among Wells Fargo Bank as seller and Bear Stearns Commercial Mortgage Xxxxxities Inc. as purchaser (the "Pxxxxxxxr")is greater than or equal to $20,000,000, the undersigned hereby certifies that (i) except as previously disclosed related all risk insurance policy and business interruption policy do not specifically exclude acts of terrorism from coverage. With respect to the Purchaser in writingeach other Mortgage Loan, the representations related all risk insurance policy and warranties of Wells Fargo Bank in or made pursuant to Section 4(a) of the Mortxxxx Loan Purchase Agreement are true and correct in all material respects at and business interruption policy did not as of the date hereof with of origination of the same effect Mortgage Loan, and, to the Mortgage Loan Seller's knowledge, does not as if made on of the date hereof, specifically exclude acts of terrorism from coverage. With respect to each of the Mortgage Loans, the related Mortgage Loan Documents do not expressly waive or prohibit the mortgagee from requiring coverage for acts of terrorism or damages related thereto, except to the extent that any right to require such coverage may be limited by commercially reasonable availability, or as otherwise indicated on Schedule C to this Agreement. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES Sch.C-1 EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES EXCEPTIONS TO REPRESENTATION 2 (iiOWNERSHIP OF MORTGAGE LOANS) Wells Fargo Bank hasMORTGAGE LOAN EXCEPTION ------------------------------------------------------------ ---------------------------------------------------------------- Loan No. 2 (AMB-SGP, in all material respects, complied with alx xxx agreements L.P. Portfolio) The Mortgage Loan is subject to the terms and satisfied all conditions of the conditions on its part required under A/B Intercreditor Agreement by and among the Mortgage Loan Purchase Agreement to be performed or satisfied at or prior Seller, the initial holder of the A-2 note and the initial holder of the B notes. Loan No. 6 (Sheraton Universal Hotel) The Mortgage Loan is subject to the date hereof, terms and (iii) since conditions of the date of A/B Intercreditor Agreement by and between the Mortgage Loan Purchase AgreementSeller and the initial holder of the B note. EXCEPTIONS TO REPRESENTATION 4 (LIEN; VALID ASSIGNMENT) MORTGAGE LOAN EXCEPTION ------------------------------------------------------------ ---------------------------------------------------------------- Loan No. 2 (AMB-SGP, there will L.P. Portfolio) The Mortgaged Property securing the Mortgage Loan also secures a pari passu A note and two subordinate B notes, which are not have beenassets of the trust. Loan No. 6 (Sheraton Universal Hotel) The Mortgaged Property securing the Mortgage Loan also secures one subordinate B note, immediately prior which is not an asset of the trust. EXCEPTION TO REPRESENTATION 9 (NO HOLDBACK) MORTGAGE LOAN EXCEPTION ------------------------------------------------------------ ---------------------------------------------------------------- Loan No. 6 (Sheraton Universal Hotel) Pursuant to the transfer loan documents, the holder of the Mortgage Loans subordinate B note is required to make additional advances under the B note pursuant to the Mortgage terms thereof. EXCEPTIONS TO REPRESENTATION 23 (OTHER MORTGAGE LIENS) MORTGAGE LOAN EXCEPTION ------------------------------------------------------------ ---------------------------------------------------------------- Loan Purchase AgreementNo. 2 (AMB-SGP, any material adverse change in the financial condition of Wells Fargo Bank. Capitalized terms used but not defined herein xxxxx have the respective meanings assigned to them in L.P. Portfolio) The Mortgaged Property securing the Mortgage Loan Purchase Agreementalso secures a pari passu A note and two subordinate B notes, which are not assets of the trust. Certified this 19 day Loan No. 6 (Sheraton Universal Hotel) The Mortgaged Property securing the Mortgage Loan also secures one subordinate B note, which is not an asset of Decemberthe trust. Pursuant to the loan documents, 2006the holder of the subordinate B note may be required to make additional advances under the B note pursuant to the terms thereof; such additional advances will be secured by the lien of the Mortgage. WELLS FARGO BANKEXCEPTIONS TO REPRESENTATION 28 (RELEASES OF MORTGAGED PROPERTIES) MORTGAGE LOAN EXCEPTION ------------------------------------------------------------ ---------------------------------------------------------------- Loan No. 62 (Commercial Union I & II) The loan documents permit the release of either building after the expiration of the defeasance lockout period in connection with the subdivision of the Mortgaged Property and subsequent sale of a building at a release price equal to 110% of the allocated loan amount, NATIONAL XXSOCIATION By: ------------------------------------ Name: Title: EXHIBIT D-3A FORM OF OPINION PURSUANT together with yield maintenance (if applicable). Loan No. 71 (Best Western-Atlanta Airport) The loan documents permit the release of 1.70 acres of land improved by a 40 room building at the Mortgaged Property without payment of release price. The land was not given any material value in the underwriting or included in the appraisal value. EXCEPTIONS TO SECTION 7(viREPRESENTATION 33 (DUE-ON-SALE) Executed opinion attached at Tab 98. EXHIBIT D-3B FORM OF OPINION PURSUANT TO SECTION 7(vii) Executed opinion attached at Tab 97. EXHIBIT D-3C FORM OF OPINION PURSUANT TO SECTION 7(viii) Executed opinion attached at Tab 94 and Tab 95.MORTGAGE LOAN EXCEPTION ------------------------------------------------------------ ----------------------------------------------------------------
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Terrorism Insurance. o Walgreens - Madison, WI (410905037) ($2,000,000): Borrower's obligation to provide required casualty (including windstorm and terrorism), property (including rent loss) and liability insurance is suspended if (i) tenant (Walgreen's) carries third party insurance required under its lease or elects to self-insure as permitted thereunder, and (ii) tenant maintains an S & P senior unsecured debt rating of at least "A"; Walgreen's currently self-insures with With respect to casualty (including windstorm each Mortgage Loan that has a Stated Principal Balance as of the Cut-off Date that is greater than or equal to $20,000,000, the related all risk insurance policy and terrorism)business interruption policy do not specifically exclude acts of terrorism from coverage. With respect to each other Mortgage Loan, but the related all risk insurance certificate indicates policy and business interruption policy did not as of the date of origination of the Mortgage Loan, and, to the Mortgage Loan Seller's knowledge, does not as of the date hereof, specifically exclude acts of terrorism from coverage. With respect to each of the Mortgage Loans, the related Mortgage Loan Documents do not expressly waive or prohibit the mortgagee from requiring coverage for acts of terrorism or damages related thereto, except to the extent that third party any right to require such coverage is in place may be limited by commercially reasonable availability, or as otherwise indicated on Schedule C to comprehensive general liability and rent loss coverages this Agreement. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES Sch. C-1 EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER Executed Certificate attached at Tab 45___. EXHIBIT D-2 XXXX XX XXXXXXXXXXX XX XXX XXXXXXXX XXXX XXXXER XXXXXXX X-0 XXRM OF CERTIFICATE OF THE MORTGAGE LOAN SELLER CERTIFICATE OF MORTGAGE LOAN SELLER In connection with the execution and delivery by Wells Fargo BankPrincipal Commercial Funding, National Association LLC ("Wells Fargo BankPCFII") of, xxx xhe and the consummation of the various transxxxxxns transactions contemplated by, that certain Mortgage Loan Purchase and Sale Agreement dated as of December 6June 8, 2006 (the "Mortgage Loan Purchase Agreement") among Wells Fargo Bank PCFII as seller and Bear Stearns Commercial Mortgage Xxxxxities Moxxxxxx Securities Inc. as purchaser (the "PxxxxxxxrPurchaser"), the undersigned hereby certifies that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of Wells Fargo Bank PCFII in or made pursuant to Section 4(a) of the Mortxxxx Mortgage Loan Purchase Agreement are true and correct in all material respects at and as of the date hereof with the same effect as if made on the date hereof, (ii) Wells Fargo Bank PCFII has, in all material respects, complied with alx xxx all the agreements and satisfied all the conditions on its part required under the Mortgage Loan Purchase Agreement to be performed or satisfied at or prior to the date hereof, and (iii) since the date of the Mortgage Loan Purchase Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement, any material adverse change in the financial condition of Wells Fargo BankPCFII. Capitalized terms used but not defined herein xxxxx shall have the respective meanings assigned to them in the Mortgage Loan Purchase Agreement. Certified this 19 21st day of DecemberJune, 2006. WELLS FARGO BANKPRINCIPAL COMMERCIAL FUNDING II, NATIONAL XXSOCIATION LLC By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: EXHIBIT D-3A FORM OF OPINION PURSUANT TO SECTION 7(vi) Executed opinion attached at Tab 98. [Reserved] EXHIBIT D-3B FORM OF OPINION PURSUANT TO SECTION 7(vii) Executed opinion attached at Tab 97___. EXHIBIT D-3C FORM OF OPINION PURSUANT TO SECTION 7(viii) Executed opinion attached at Tab 94 ___ and Tab 95___.
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